Current report no 33 / 2014

Draft resolutions for the OGM of Budimex SA convened for 24 April 2014

With reference to report no. 32/2014 of 26 March 2014 on the invitation to the Ordinary General Meeting of Shareholders of Budimex S.A., the Management Board of Budimex S.A. provides the draft resolutions for the Ordinary General Meeting of Shareholders of Budimex S.A. convened for 24 April 2013.

Draft
Resolution of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on: appointing the Chairperson for the Ordinary General Meeting.
The Ordinary General Meeting of Budimex S.A. adopts the following resolution:
§ 1
The Ordinary General Meeting of Shareholders appoints ......... as the Chairperson for the Ordinary General Meeting.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on: appointing the Ballot Counting Committee.
The Ordinary General Meeting of Budimex S.A. adopts the following resolution:
§ 1
The Ordinary General Meeting of Shareholders appoints the following persons as members of the Ballot Counting Committee:
1. .............,
2. .............,
3. .............
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on: adoption of the agenda.
The Ordinary General Meeting of Budimex S.A. adopts the following resolution:
§ 1
The Ordinary General Meeting of Shareholders adopts the following agenda:
1. Opening the Ordinary General Meeting of Shareholders.
2. Appointing the Chairperson for the Ordinary General Meeting of Shareholders.
3. Declaring that the Ordinary General Meeting has been convened correctly and that it has the capacity to adopt binding resolutions.
4. Appointing the Ballot Counting Committee.
5. Adopting the agenda.
6. Presenting and considering the Report on the Company's Operations for 2013 and the Financial Statements of the Company Budimex S.A. for the financial year ending 31 December 2013 along with the Auditor's opinion and the Audit Report.
7. Presenting and considering the Report on the Budimex Group's Operations for 2013 and the Consolidated Financial Statements for the year ending 31 December 2013 along with the Auditor's Opinion and the Audit Report.
8. Presenting the Report of the Supervisory Board of Budimex S.A. including results of evaluations of the Management Board Reports on Operations and Financial Statements for the Financial Year 2013, the Management Board’s motion concerning profit distribution and also the assessment of the Company’s situation meeting other requirements following from “The Code of Best Practice for WSE-Listed Companies”.
9. Adopting resolutions on:
9.1. considering and approving the Financial Statements of Budimex S.A. for the financial year ending 31 December 2013 and the Report on the Company's Operations for 2013,
9.2. considering and approving the Consolidated Financial Statements for the financial year ending 31 December 2013 and the Report on the Budimex Group's Operations for 2013,
9.3. distributing the profit for 2013,
9.4. acknowledging the fulfilment of duties of the Management Board Members of Budimex S.A. in 2013,
9.5. acknowledging the fulfilment of duties of the Supervisory Board Members of Budimex S.A. in 2013,
9.6. approving supplementation of the composition of the Supervisory Board in its 8th term, onto which a new Member was co-opted on 29 January 2014 pursuant to paragraph 16 section 3 of the Company's Articles of Association – Mr Janusz Dedo, in connection with the resignation of Mr Tomasz Sielicki,
9.7. appointing new Supervisory Board Member in connection with the resignation submitted by Mr Maciej Stańczuk from membership on the Board,
9.8. preparing stand-alone financial statements in line with the International Accounting Standards by Budimex S.A.
10. Closing the Meeting.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 202
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on: considering and approving the Financial Statements of Budimex S.A. for the financial year ending 31 December 2013 and the Report on the Company's Operations for 2013,
In accordance with Article 395 § 2 (1) in conjunction with Article 393 Subsection 1 of the Code of Commercial Companies and Article 53 (1) of the Accounting Act of 29 September 1994 (consolidated text Journal of Laws of 2013 item 330 amended), the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To approve, upon prior examination, the Financial Statements of the Company for the financial year ending 31 December 2013 and the Report on the Company's Operations for 2013. The Financial Statements include:
1. introduction to the Financial Statements,
2. the balance sheet as of 31 December 2013, showing total assets and liabilities of PLN 3,285,459,000 (three billion two hundred and eighty-five million four hundred and fifty-nine thousand zloty),
3. the profit and loss account for the period between 1 January 2013 and 31 December 2013, showing a net profit of PLN 302,599,000 (three hundred and two million five hundred and ninety-nine thousand zloty),
4. the statement of changes in equity for the period between 1 January 2013 and 31 December 2013, showing an increase in equity of PLN 193,181,000 (one hundred and ninety-three million one hundred and eighty-one thousand zloty),
5. the cash flow statement for the period between 1 January 2013 and 31 December 2013, showing an increase in cash of PLN 74,552,000 (seventy-four million five hundred and fifty-two thousand zloty),
6. notes.
The Financial Statements of Budimex S.A. for the financial year ending 31 December 2013 have been audited by an independent certified auditor and received a positive opinion from the Company's Supervisory Board.
§ 2
The Resolution shall become effective upon its adoption.
Annexes - 3 pieces:
Annex 1 – Financial Statements of Budimex S.A. for the financial year ending 31 December 2013.
Annex 2 – Report on the Company's Operations for 2013.
Annex 3 – Auditor’s Opinion and the Audit Report for the Financial Statements of the Company Budimex S.A. for the year ending 31 December 2013.

Draft
Resolution No. 203
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on: considering and approving the Consolidated Financial Statements for the financial year ending 31 December 2013 and the Report on the Budimex Group's Operations for 2013,
In accordance with Article 395 § 5 in conjunction with Article 393 Subsection 1 of the Code of Commercial Companies and Article 63c (4) of the Accounting Act of 29 September 1994 (consolidated text Journal of Laws of 2013 item 330 amended), the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To approve, upon prior examination, the Consolidated Financial Statements for the financial year ending 31 December 2013 and the Report on the Budimex Group's Operations for 2013. The Consolidated Financial Statements include:

1. the consolidated statement of the financial position as of 31 December 2013, showing the total balance of assets as well as equity and liabilities of PLN 3,686,753,000 (three billion six hundred and eighty-six million seven hundred and fifty-three thousand zloty),
2. the consolidated profit and loss account for the period between 1 January 2013 and 31 December 2013, showing a net profit of PLN 301,300,000 (three hundred and one million three hundred thousand zloty),
3. the consolidated statement of comprehensive income for the period between 1 January 2013 and 31 December 2013, showing a total comprehensive income of PLN 303,425,000 (three hundred and three million four hundred and twenty-five thousand zloty),
4. the consolidated statement of changes in equity for the period between 1 January 2013 and 31 December 2013, showing an increase in equity of PLN 212,045,000 (two hundred and twelve million forty-five thousand zloty),
5. the consolidated cash flow statement for the period between 1 January 2013 and 31 December 2013, showing an increase in cash of PLN 319,016,000 (three hundred and nineteen million sixteen thousand zloty),
6. notes.
The Consolidated Financial Statements of Budimex S.A. have been audited by an independent certified auditor and received a positive opinion of the Company's Supervisory Board.
§ 2
The Resolution shall become effective upon its adoption.
Annexes - 3 pieces:
Annex 1 – Consolidated Financial Statements for the year ending 31 December 2013.
Annex 2 - Report on the Operations of the Budimex Group for 2013.
Annex 3 – Auditor’s Opinion and Audit Report for the Consolidated Financial Statements
of the Budimex Group for the year ending 31 December 2013.

Draft
Resolution No. 204
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on: distributing the profit for 2013
In accordance with Article 395 § 2 (2) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To allocate the net profit for the period between 1 January 2013 and 31 December 2013 in the amount of PLN 302,531,661.30 (in words: three hundred and two million five hundred and thirty-one thousand six hundred and sixty-one zloty and thirty groszy) for the payout of the dividend in the amount of PLN 11.85 (in words: eleven zloty and eighty-five groszy) gross per share. The remaining part of the profit of PLN 67,833.49 (in words: sixty-seven thousand eight hundred and thirty-three zloty forty-nine groszy) shall be allocated for the supplementary capital.
§ 2
1. The list of shareholders entitled to the dividend for the year 2013 shall be determined on 6 May 2014 (the dividend record date).
2. 21 May 2014 shall be the dividend payment date.
§ 3
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 205
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Dariusz Jacek
Blocher – President of the Management Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
Due to a positive assessment of the Company's activity in 2013, upon a motion of the Supervisory Board, to grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Dariusz Jacek Blocher – President of the Management Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 206
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Ignacio Botella Rodriguez – Vice-President of the Management Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
Due to a positive assessment of the Company's activity in 2013, upon a motion of the Supervisory Board, to grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Ignacio Botella Rodriguez – Vice-President of the Management Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 207
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Andrzej Artur Czynczyk – Member of the Management Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
Due to a positive assessment of the Company's activity in 2013, upon a motion of the Supervisory Board, to grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Andrzej Artur Czynczyk – Member of the Management Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 208
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Jacek Daniewski – Member of the Management Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
Due to a positive assessment of the Company's activity in 2013, upon a motion of the Supervisory Board, to grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Jacek Daniewski – Member of the Management Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 209
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Henryk Urbański – Member of the Management Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
Due to a positive assessment of the Company's activity in 2013, upon a motion of the Supervisory Board, to grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Henryk Urbański – Member of the Management Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 210
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Marcin Węgłowski – Member of the Management Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
Due to a positive assessment of the Company's activity in 2013, upon a motion of the Supervisory Board, to grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Marcin Węgłowski – Member of the Management Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 211
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Ms Marzena Anna Weresa – Member of the Supervisory Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Ms Marzena Anna Weresa – Member of the Supervisory Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 212
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Marek Michałowski – Member of the Supervisory Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Marek Michałowski – Member of the Supervisory Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 213
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Alejandro de la Joya Ruiz de Velasco – Member of the Supervisory Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Alejandro de la Joya Ruiz de Velasco – Member of the Supervisory Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 214
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Javier Galindo Hernandez – Member of the Supervisory Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Javier Galindo Hernandez – Member of the Supervisory Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 215
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Carlos Garrido Lestache Rodriguez – Member of the Supervisory Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Carlos Garrido Lestache Rodriguez – Member of the Supervisory Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 216
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Piotr Kamiński – Member of the Supervisory Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Piotr Kamiński – Member of the Supervisory Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 217
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Igor Chalupec – Member of the Supervisory Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Igor Chalupec – Member of the Supervisory Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 218
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Tomasz Sielicki – Member of the Supervisory Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Tomasz Sielicki – Member of the Supervisory Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 219
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on acknowledging the fulfilment of duties of Mr Maciej Stańczuk – Member of the Supervisory Board of Budimex S.A. in 2013.
In accordance with Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
To grant acknowledgement of the fulfilment of duties between 1 January 2013 and 31 December 2013 to Mr Maciej Stańczuk – Member of the Supervisory Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 220
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on: approving supplementation of the composition of the Supervisory Board in its 8th term, onto which a new Member was co-opted on 29 January 2014 pursuant to paragraph 16 section 3 of the Company's Articles of Association – Mr Janusz Dedo, in connection with the resignation of Mr Tomasz Sielicki,
In accordance with Article 395 § 5 of the Code of Commercial Companies and § 16 section 3 of the Budimex S.A. Articles of Association, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
Following a change in the composition of the Supervisory Board in its 8th term, made by way of Resolution No. 218 of the Supervisory Board on 29 January 2014, as a consequence of the resignation of Mr Tomasz Sielicki from the membership in the Supervisory Board of Budimex S.A., the co-optation of Mr Janusz Dedo to the Board is hereby approved.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 221
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on: appointing new Supervisory Board Member in connection with the resignation submitted by Mr Maciej Stańczuk from the membership in the Board.
Pursuant to Article 385 § 1 of the Code of Commercial Companies and § 13 (g) of the Articles of Association of the Company Budimex S.A., the Ordinary General Meeting of Budimex S.A. resolves as follows:

§ 1
To appoint Ms/Mr ............. as Member of the Supervisory Board of Budimex S.A. in its 8th term following the resignation submitted by Mr Maciej Stańczuk from the membership in the Supervisory Board of Budimex S.A.
§ 2
The Resolution shall become effective upon its adoption.

Draft
Resolution No. 222
of the Ordinary General Meeting of Shareholders of Budimex S.A.
of 24 April 2014
on: preparing stand-alone financial statements in line with the International Accounting Standards by Budimex S.A.
Pursuant to Article 45 (1c) of the Accounting Act of 29 September 1994 (consolidated text Journal of Laws of 2013 item 330 amended) ("Act"), the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1
The Ordinary General Meeting of Shareholders of Budimex S.A. resolves that as of 1 January 2014 the Company shall prepare stand-alone financial statements in accordance with the IAS, as defined in Article 2 (3) of the aforementioned Act, i.e. in accordance with the International Accounting Standards (IAS) and the International Financial Reporting Standards (IFRS) and related interpretations published in the form of regulations of the European Commission.
§ 2
The Resolution shall become effective upon its adoption.